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Terms and Conditions

WORKDAY PROCUREMENT TERMS AND CONDITIONS FOR THE UNITED KINGDOM

These “Workday Procurement Terms and Conditions” (“Terms and Conditions”) govern the Purchase Order issued by Workday (UK) Ltd. (“Workday”) to you (“Vendor”). In the event of a conflict between these Terms and Conditions and any “click-wrap”, “browsewrap”, confirmation or acceptance notice, replies, quotes, proposal, acknowledgement form, user terms, documentation, supplemental, and/or posted terms and conditions that may otherwise be solicited by and/or provided by Vendor, whether solicited and/or provided in advance, concurrent, and/or subsequent to the issuance of the Purchase Order by Workday, the Terms and Conditions herein shall control. In the event of a conflict between these Terms and Conditions and any agreement specifically entered into and signed by and between Workday and Vendor for the Product(s) specified in the Purchase Order, such agreement shall control. These terms and conditions are subject to change upon notice. Section 17.7 notwithstanding, continued dealing between the parties following notification of any change to the Terms and Conditions by Workday to the Vendor shall be deemed as acceptance of any such change by the Vendor.

1. DEFINITIONS

“Affiliate” means any business entity, whether incorporated or not, that directly or indirectly owns, is owned by or is under the common ownership, by virtue of a controlling interest of 50% or more of the voting rights or the capital.

“Purchase Order” means a document issued by Workday authorizing the purchase of Product(s) from the Vendor.

“Product(s)” means the product(s) and/or service(s) that are the subject of a Purchase Order.

“Quote” means a document issued by Vendor as an offer to sell Product(s) to Workday.

2. ORDER ACCEPTANCE
Vendor shall timely deliver the Product(s) on the date(s) and at the site(s) set forth in the applicable Purchase Order. All shipping and insurance charges shall be borne by Vendor unless stated otherwise in the applicable Purchase Order. Vendor shall bear the full and complete risk of loss, and shall relieve Workday of all risks of loss, damage, theft, or destruction (whether partial or complete) of, to, and/or from the Product(s) until Workday’s acceptance of delivery of such Product(s) pursuant to this section. Vendor shall maintain, up to and through Workday’s acceptance, at no expense to Workday, insurance coverage of an amount no less than that reasonably required to repair or replace the Product(s) in the event of loss, damage, theft, or destruction. Workday shall assume risk of loss upon acceptance, notwithstanding the fact that the title shall pass to Workday only upon full payment for the Product(s). Workday’s acceptance of the Product(s) shall occur upon Workday’s express written notice of acceptance to Vendor. In no event shall Workday’s use of the Product(s) for any reason or purpose during any phase of installation or initial operation shall constitute acceptance of any Product(s) by Workday.

3. PRICE
Workday’s order shall not be filled at a price(s) higher than those shown on the Purchase Order, unless such increased price(s) has been expressly authorized by Workday in writing. If the Purchase Order does not include pricing, the price for the Product(s) provided hereunder will be Vendor's lowest prevailing market price for such Product(s). Vendor is not entitled to reimbursement of expenses incurred in connection with fulfilling this Purchase Order, except as otherwise agreed in writing by Workday.

4. CASH DISCOUNT
Discounts shall be calculated from the date the Product(s) is received by Workday at the destination designated in the Purchase Order.

5. DELIVERY
Time is of the essence. Any terms or dates for delivery mentioned in the Purchase Order are binding. Delivery shall be strictly in accordance with the Purchase Order or as otherwise as specified by Workday. Delays in shipment shall be reported immediately by the Vendor to Workday. Workday reserves the right to cancel its Purchase Order, in whole or in part, if Vendor should fail to make deliveries in accordance with the terms of the Purchase Order and/or any instructions provided by Workday. Other than for events of Force Majeure, if Vendor fails to deliver on time, Workday may purchase replacements elsewhere, and Vendor will be liable for actual and reasonable costs and damages Workday incurs. Vendor will promptly notify Workday if it is unable to comply with the delivery date specified in the Purchase Order.

6. INVOICING AND PAYMENT
Provided that Vendor is not in material breach of these Terms and Conditions, and only after Workday accepts the Product(s) as set forth in these Terms and Conditions, Workday will pay the undisputed amount set forth in the Purchase Order within 30 days of Workday’s receipt of an undisputed and properly submitted invoice, but no earlier than when such invoice is due. A properly submitted invoice contains: (i) Workday’s Purchase Order number; (ii) an itemized description of the Product(s) purchased and to which country(ies) such Product(s) were delivered; (iii) separate line items for any taxes or shipping charges as may be applicable itemized by country(ies); and, (iv) addressed to accounts.europe@workday.com. Vendor is responsible for and will pay all applicable taxes, charges, fees, levies, or other assessments imposed or collected by any governmental entity (or political subdivision thereof) worldwide on sales of Product(s), or sales, use, transfer, goods, and services or value added tax or any other duties or fees related to any payment by Workday to Vendor for Product(s) provided to Workday under or pursuant to the Purchase Order. If Workday provides a direct pay certificate, certification of an exemption from tax or entitlement to a reduced rate of tax imposed by an applicable taxing authority, or any other proof of compliance with requisites under applicable law for entitlement to tax exemption or a reduced tax rate, then Vendor agrees not to invoice, nor pay, any such tax unless and until the applicable taxing authority assesses such tax, at which time Vendor shall invoice and Workday agrees to pay any such tax that is legally owed. Workday shall withhold taxes as required under applicable law on payments made to Vendor hereunder and shall be required to remit to Vendor only the net proceeds thereof. Workday shall not be obligated to pay Vendor if Vendor presents the invoice more than 90 days after the date the applicable charges and/or fees are due. Payment will be mailed to Vendor at the address set forth in the Purchase Order, unless a different mailing address is designated by Vendor for receipt of payment.

7. CHANGES
Workday may at any time make changes in the delivery schedules, drawings, quantities, designs and specifications but no change will be allowed unless authorized by Workday in writing. Workday may also make changes in the method of shipping or packing and place of delivery by any means of communication. If any such change affects cost or delivery schedules of the Purchase Order, an equitable adjustment shall be made, provided Vendor makes a written claim therefore within 15 days from the date of Workday's written notification.

8. WORKDAY'S PROPERTY
All materials including tools, furnished or specifically paid for by Workday unless otherwise specified herein, shall be the property of Workday, shall be subject to removal at any time without additional cost upon demand by Workday, shall be used only in fulfilling a Purchase Order from Workday, shall be kept separate from other materials or tools, and shall be clearly identified as the property of Workday. Vendor assumes all liability for loss or damage to such materials or tools, with the exception of normal wear and tear, and agrees to supply detailed statements of inventory promptly upon request.

9. TITLE TO SPECIFICATIONS
Workday shall at all times have title to all drawings and specifications furnished by Workday to Vendor and intended for use in connection with the Purchase Order. Vendor shall not disclose such drawings and specifications to any person, firm or corporation other than Workday's or Vendor's employees, subcontractors, or government inspectors who have a demonstrated need to know. The Vendor shall, upon Workday's request, promptly return all drawings and specifications to Workday.

10. DEFECTIVE WORK
If any of the Product(s) are defective in material or workmanship or otherwise not in conformity with the requirements of the Purchase Order and/or Workday’s instructions, then at Vendor’s expense, Workday shall have the right to either: (i) reject the Product(s); (ii) require their correction; and/or, (iii) return the Product(s) at Vendor's risk and expense, including shipping and insurance charges both ways.

11. OVERSHIPMENT
Subject to inspection and acceptance, Workday will be liable for payment only for quantities ordered and delivered. Quantities of Product(s) shipped in excess of the Purchase Order shall be held at Vendor's risk and expense for a reasonable period of time while waiting return shipping instructions. Shipping charges, including insurance, for returns shall be at Vendor's expense.

12. TERMINATION
Except for breaches of confidentiality, security and/or privacy obligations, or misappropriation or infringement of Workday’s and/or any third-party’s intellectual property rights, if Vendor materially breaches any of these Terms and Conditions, and has not cured such breach within thirty (30) days from written notice of breach, then Workday may terminate the Purchase Order, in whole or in part. If Vendor breaches its confidentiality obligations, misappropriates and/or infringes Workday’s and/or any third-party’s intellectual property rights, and/or if Vendor breaches any of its security and/or privacy obligations, then Workday may terminate the Purchase Order, in whole or in part, immediately upon notice to Vendor. Vendor’s sole and exclusive remedy will be to seek monetary damages from Workday. If Workday provides Vendor with any resources of any kind, then Vendor agrees to use such resources solely for fulfilling the Purchase Order. Workday shall have the right to terminate the Purchase Order immediately and without further payment to Vendor in the event of any unauthorized use of Workday resources. Upon such termination, Workday does not waive any of its rights to pursue further legal action arising from the unauthorized use of any Workday resources. In addition, Workday may terminate the Purchase Order for any reason and at any time by providing Vendor with written notice. Vendor shall refund any pre-paid fees.

13. CONFIDENTIALITY
Vendor may acquire knowledge of Workday’s Confidential Information (as defined below) in connection with its performance hereunder and agrees to keep such Confidential Information in confidence. “Confidential Information" includes, but is not limited to, all information, whether written or oral, in any form, including without limitation, information relating to the research, development, product(s), methods of manufacture, trade secrets, business plans, customers, vendors, finances, personnel or personal data, and other material or information considered proprietary by Workday relating to the current or anticipated business or affairs of Workday which is disclosed directly or indirectly to Vendor. In addition, Confidential Information means any third party's proprietary or confidential information disclosed to Vendor in the course of providing Product(s) to Workday. Confidential Information shall include: (i) these Terms and Conditions; (ii) the contents of any Purchase Order(s) issued by Workday; (iii) Confidential Information disclosed by either party if it is clearly and conspicuously marked as “confidential” or with a similar designation at time of disclosure; (iv) any materials and/or information that is disclosed under circumstances that one would reasonably expect it to be confidential; and, (v) Confidential Information disclosed by a party if it is identified by the discloser as confidential and/or proprietary before, during, or promptly after presentation or communication. Confidential Information does not include any information (i) which Vendor lawfully knew without restriction on disclosure before Workday disclosed it to Vendor, (ii) which is now or becomes publicly known through no wrongful act or failure to act of Vendor, (iii) which Vendor developed independently without use of Workday’s Confidential Information, as evidenced by appropriate documentation, or (iv) which is hereafter lawfully furnished to Vendor by a third party as a matter of right and without restriction on disclosure. Vendor may disclose Confidential Information only to the extent necessary to comply with a valid judicial or other governmental order, provided that the Vendor shall: (i) give Workday immediate written notice and the opportunity to object prior to such disclosure; (ii) seek confidential treatment of the Confidential Information to be disclosed; and, (iii) comply with any applicable protective order or its equivalent.

Vendor agrees not to copy, alter, or directly or indirectly disclose any Confidential Information. Additionally, Vendor agrees to limit its internal distribution of Confidential Information to its officers, directors, agents, employees, contractors, consultants and financial and legal advisors (collectively “Representatives”) who have a demonstrated need to know, and to take steps to ensure that the dissemination is so limited, including the execution by Representatives of nondisclosure agreements with provisions substantially similar to those set forth herein. In no event shall Vendor use less than the degree of care and means that it uses to protect its own information of like kind, but in any event not less than reasonable care to prevent the unauthorized disclosure and/or use of Confidential Information.

Vendor further agrees not to use the Confidential Information except in the course of performing hereunder and will not use such Confidential Information for its own benefit or for the benefit of any third party. The mingling of the Confidential Information with information of Vendor shall not affect the confidential nature or ownership of the same as stated hereunder. Vendor agrees not to design or manufacture any Product(s) which incorporate Confidential Information. All Confidential Information is and shall remain the property of Workday. Vendor agrees that nothing in these Terms and Conditions grants to the Vendor any license, right, title, or interest in or to the Confidential Information, except as expressly set forth herein. Vendor shall promptly notify Workday of any actual or suspected unauthorized disclosure or use of Workday’s Confidential Information by any person or third party or any other violation of its confidentiality obligations. Upon Workday’s written request, or upon the termination and/or expiration of this Purchase Order, Vendor shall return and/or destroy all Workday’s Confidential Information, and all copies thereof. Vendor agrees, both during the term of the Purchase Order and for a period of five (5) years after termination or expiration of the Purchase Order, to hold Workday’s Confidential Information in confidence in accordance with these Terms and Conditions.

Vendor further acknowledges and agrees that the obligations and promises of Vendor under this section are of a unique, intellectual nature giving them particular value. Vendor's breach of any of the promises contained in this section will result in irreparable and continuing damage to Workday for which there will be no adequate remedy at law and, in the event of such breach, Workday will be entitled to an injunctive relief, or a decree of specific performance.

14. WARRANTY
The Vendor represents and warrants that:

a) it has the right to enter into this Purchase Order;
b) the Product(s) delivered hereunder shall conform to the designs, specifications, drawings, documentation, samples and/or other descriptions referred to in the Purchase Order or in writing by Workday;
c) the Product(s) shall be free from defects in design, material, and workmanship, fit for any purposes specified in the Purchase Order, and be of merchantable quality; or, if they are services, then those services will be supplied with due care and skill in accordance with any relevant industry best practices;
d) it is the owner of the Product(s) and/or has all the rights and authority to sell the Product(s) and transfer title to the Product(s) to Workday;
e) the Product(s) are new, not previously used, and do not contain used or reconditioned parts;
f) the Product(s) does not and will not violate any intellectual property, publicity, reputation, or other proprietary rights of any third party;
g) it does not and shall not violate the privacy rights of any individual(s), or any other data privacy and/or data protection law, rule or regulation, as a result of accepting and fulfilling Workday’s Purchase Order;
h) its acceptance and fulfillment of this Purchase Order will not result in a breach of any other agreements to which it is a party;
i) all authors have agreed not to assert and/or have unconditionally and irrevocably waived in favor of Vendor their moral rights in the Product(s), to the extent permitted by law;
j) the Product(s) is safe for use consistent with and will comply with the warranties, specifications and requirements of this Purchase Order;
k) it will not offer, promise and/or make, directly or indirectly, any payment for the purpose of improperly influencing (or inducing anyone to influence) decisions or actions of any official of a government controlled entity or public international organization;
l) in relation to personal data, it will:

implement and maintain appropriate technical and organizational measures and other protections for personal data to prevent unauthorized or accidental access, processing, erasure, loss or use of the personal data (including, without limitation, not loading any personal data provided to Vendor on: (a) any laptop computers; or, (b) any portable storage media that can be removed from Vendor's premises unless in each case: (i) such data has been encrypted; and, (ii) such data is loaded onto portable storage media solely for the purpose of moving such data to off-site storage);

use, store and process the personal data solely for the purposes of performing its obligations under the Purchase Order and these Terms and Conditions;

not to keep any personal data longer than is necessary for performance of its obligations under the Purchase Order and these Terms and Conditions;

provide adequate data protection training to its employees and procure them to comply with the obligations set out herein; and,

provide Workday with an audit report on compliance with the above requirements as Workday deems necessary.

m) it will report to Workday any breaches of security and/or of personal data immediately after discovery (“Security Incident”), it will cooperate fully with Workday in investigating any Security Incidents, it will cooperate fully with Workday's requests for access to, correction of, and destruction of personal data in Vendor's possession, and it will comply with all instructions or other requirements provided or issued by Workday from time to time relating to personal data;
n) it shall maintain a comprehensive, written information security program that contains administrative, technical, and physical safeguards that are appropriate to: (i) Vendor's size, scope and type of business; (ii) the amount of resources available to Vendor; (iii) the type of information that Vendor will store or access; (iv) the Product(s) provided to Workday; and, (v) the need for security and confidentiality of such information;
o) the Product(s) is free and clear from any and all liens and encumbrances whatsoever;
p) the prices to be charged for Product(s) ordered herein are not in excess of prices charged to other customers similarly situated, for similar quantities of Product(s) of like quality;
q) all Product(s) delivered hereunder shall comply with all provisions of any applicable occupational, health and safety laws, including but not limited to, the United States’ Williams-Steiger Occupational Safety and Health Act of 1970, and/or the U.K. Health and Safety at Work Act 1974 (as applicable), and including any then current rules and regulations issued thereunder;
r) it will keep all Confidential Information confidential and shall not use any Confidential Information in any way, commercially or otherwise, except in the fulfillment of Workday’s Purchase Order;
s) it shall comply with all international, federal, country, provincial, state and local laws, rules, regulations, and treaties applicable to the Purchase Order; and,
t) there is currently no pending or threatened claim or suit based on an alleged violation of any of the foregoing by Vendor.

15. PATENT, TRADEMARK, COPYRIGHT INDEMNITY
Vendor will defend, indemnify, and hold harmless Workday, its officers, directors, agents and employees from and against all losses, damages, claims, expenses, suits, actions, proceedings and/or liabilities (including reasonable attorneys’ fees and court costs) arising out of and/or related to: (i) any claim by Workday and/or a third party that the Product(s) infringes, violates, or misappropriates any patent, copyright, trade secret, proprietary, or intellectual property rights; (ii) Vendor’s breach of warranties, representations, negligence, misconduct, fraud, misrepresentation, violation of any law, or violation of any term of these Terms and Conditions; (iii) any property damage, personal injury or death related to the Product(s); (iv) any obligation imposed by law on Workday to pay any withholding taxes, social security, unemployment or disability insurance, or similar items in connection with compensation received by Vendor pursuant to the Purchase Order; and, (v) any liability deriving from failure to respect mandatory applicable labor law principles, social security contribution and payment of taxes related to employment of the employees or consultants used in the performance of the Purchase Order. Workday will have the right to approve any counsel retained to defend against any claim in which Workday is named a defendant, and will not unreasonably withhold such approval. Workday will have the right to control and participate in the defense of any such claim concerning matters that relate to Workday, and Vendor will not settle any such claim without Workday’s prior written consent. If, in Workday’s reasonable judgment, a conflict exists between the interests of Workday and Vendor in such a claim, Workday may retain its own counsel whose reasonable fees will be paid by Vendor.

16. LIMITATION OF LIABILITY
WORKDAY SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES. WORKDAY’S LIABILITY FOR DAMAGES SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE TO VENDOR UNDER THE PURCHASE ORDER. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WORKDAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NOTHING IN THESE TERMS AND CONDITIONS IS INTENDED TO EXCLUDE OR RESTRICT OR SHALL BE CONSTRUED AS EXCLUDING OR RESTRICTING THE LIABILITY OF WORKDAY FOR DEATH OR PERSONAL INJURY, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.

17. GENERAL

17.1 ASSIGNMENT OF RIGHTS
Vendor shall not delegate any duties nor assign any rights or claims under the Purchase Order or for breach thereof without the written consent of Workday and no such attempted delegation or assignment shall be binding on Workday. All claims for moneys due or to become due from Workday shall be subject to deduction by Workday for any setoff or counter claim arising out of this or any other of Workday's transactions with Vendor whether such setoff or counter claim arose before or after such assignment by Vendor.

17.2 INSOLVENCY
To the extent permitted by applicable law, in the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency by or against Vendor, including any proceeding under the applicable Federal or State Bankruptcy law, under the UK Insolvency Act 1986, or similar applicable laws currently in effect, or in the event of the appointment, with or without Vendor's consent, of an assignee for the benefit of creditors or of a receiver, or if Vendor is unable to pay its debts as they fall due or admits inability to pay its debts within the meaning of section 123 of the Insolvency Act 1986, Workday shall be entitled to elect to cancel any unfilled part of the Purchase Order without any liability whatsoever.

17.3 TERMS AND CONDITIONS INCORPORATED BY REFERENCE
The terms that the Federal Acquisition Regulation (“FAR”) requires to be inserted in contracts or subcontracts will be deemed to apply to this Purchase Order.

17.4 REMEDIES
The rights and remedies provided by Workday herein shall be cumulative and in addition to any other rights and remedies provided by law or equity (or provided under the Uniform Commercial Code).

17.5 WAIVER
Waiver of a breach of any provision of this Purchase Order by Workday shall not constitute waiver of full compliance with such provision nor shall it be construed as a waiver of any other breach by Vendor.

17.6 GOVERNING LAW
These Terms and Conditions and the Purchase Order shall be governed exclusively by, and construed exclusively in accordance with, the laws of the United States and the State of California, without regard to its conflict of laws provisions. The federal courts of the United States in the Northern District of California and the state courts of the State of California located in Santa Clara County shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to or in connection with the formation of these Terms and Conditions and the Purchase Order (including non-contractual disputes or claims). Each party hereby consents to the jurisdiction of such courts and waives any right it may otherwise have to challenge the appropriateness of such forums, whether on the basis of the doctrine of forum non conveniens or otherwise. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms and Conditions nor any Purchase Order issued hereunder. Unless otherwise provided by local law without the possibility of contractual waiver or limitation, any Vendor-related legal or other action related to this Purchase Order must be commenced by Vendor no later than two (2) years from the date on which the cause of action arose.

17.7 ENTIRE AGREEMENT; MODIFICATION
These Terms and Conditions and the Purchase Order is the complete, final, and exclusive statement of the terms of the agreement between the parties and supersedes any and all other prior and contemporaneous negotiations and agreements, whether oral or written, between them relating to the subject matter hereof. Except as set forth herein, these Terms and Conditions, including a Purchase Order or a change order issued by Workday, may not be varied, modified, altered, or amended except in writing signed by the parties. These Terms and Conditions shall prevail notwithstanding any variance with the terms and conditions of any acknowledgment or other document submitted or solicited by Vendor.

17.8 SECTIONS THAT SURVIVE TERMINATION / EXPIRATION
The following sections shall survive any expiration or termination of the Purchase Order: 13, 15, 16, and 17.

17.9 CORRUPT PRACTICES
As applicable to any Purchase Order issued hereunder, Vendor agrees to comply with the U.S. Foreign Corrupt Practices Act (15 U.S.C. 78(dd)(i) et seq., as the same may be amended), the UK Bribery Act 2010, and with the anti-bribery laws and regulations of any other country having jurisdiction over the transactions contemplated hereby.

17.10 IMPORT AND EXPORT ADMINISTRATION
Vendor is the importer and exporter of record. Vendor will comply with all import and export laws and administrative requirements, including the payment of all associated duties, taxes and fees and all applicable laws, regulations, certifications and registrations associated with the import or export of Vendor’s Product(s) including but not limited to Product safety, electromagnetic compatibility, telecommunications, Product take-back/recycling and environmental requirements. Upon Workday’s request, Vendor will promptly provide all information necessary to export and import Product(s), including, as applicable, the Export Control Classification Numbers (ECCN) and subheadings or munitions list category number, certification and/or test results relating to the Product(s) and will notify Workday in writing of any changes to the information provided by Vendor to export and import Product(s). For Product(s) that will be imported by Workday, Vendor will provide promptly any requisite information, documentation, certification and/or test results for Workday to comply with applicable import laws and administrative requirements.

17.11 FORCE MAJEURE
Vendor agrees that whenever an actual or potential labor dispute delays or threatens to delay the timely performance of the Purchase Order, Vendor will immediately give notice thereof to Workday. Workday shall be excused from performance hereunder for any period during which and to the extent that it is prevented from performing any obligation, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation any government or any governmental body, acts of the common enemy, the elements, or general strike.

17.12 HEADINGS
The various section headings in these Terms and Conditions are inserted only for convenience of reference and are not intended, nor shall they be construed to modify, define, limit or expand the intent of the parties.

17.13 INDEPENDENT CONTRACTOR
Vendor will fulfill the Purchase Order to Workday as an independent contractor and not as a Workday employee. Vendor agrees that Vendor will not be entitled to any compensation, options, stock or other rights or benefits accorded to Workday employees, waives any right to them and promises never to claim them. Workday reserves the right to obtain or to request Vendor to obtain a similar assurance from any person Vendor would utilize to provide Product(s) to Workday. Vendor promises to comply with all tax laws, including tax withholding requirements.

17.14 NO BENEFIT TO OTHERS
The representations, warranties, covenants, and agreements contained in these Terms and Conditions are for the sole benefit of the parties and their respective successors and permitted assigns, and, except in the case of Workday, they are not to be construed as conferring any rights on any other persons and such rights are excluded to the fullest extent allowable by law.

17.15 NO PUBLICITY
Vendor shall not use the name, logo, trademarks or trade names of Workday in publicity releases, promotional material, customer lists, advertising, marketing or business-generating efforts, whether written or oral, without obtaining Workday’s express prior written consent and such consent shall be given at Workday’s sole discretion. Vendor shall not publicize or disclose the contents of these Terms and Conditions, the Purchase Order, or the existence thereof without the prior express written consent of Workday first having been received.

17.16 NOTICES
Any notice required or permitted under these Terms and Conditions or required by law must be in writing and must be: (a) delivered in person; (b) sent by registered mail, or air mail, as appropriate; (c) sent by overnight air courier, in each case properly posted and fully prepaid to the other party’s address; or, (d) by e-mail or facsimile with receipt confirmation. Either party may change its address for notice by notice to the other party given in accordance with this Section. Notices will be considered to have been given at the time of actual delivery in person. Either party may, upon prior written notice to the other party, change its contact information or address.

17.17 RECORDS AND INSPECTIONS
Workday shall have the right to inspect Vendor’s performance and copy any records of Vendor in order to determine Vendor’s compliance with these Terms and Conditions and the Purchase Order. Vendor shall keep full and detailed accounting records, correspondence, instructions, memoranda, receipts, specifications, vouchers and similar data relating to the Product(s). The accounting records shall be prepared and maintained on the basis of United States generally accepted accounting principles, or similar applicable laws currently in effect, consistently applied. All such records shall be available to Workday or to Workday’s authorized representative upon request of Workday, within a reasonable period of time after such a request, at a reasonable location, and during normal business hours for a period of five (5) years after the delivery of the Product(s).

17.18 EQUAL OPPORTUNITY
Vendor further agrees to comply with the provisions of all United States rules and regulations (including those of the Secretary of Labor) and Executive Orders (including Nos. 11246, 11375,11625, 11701 and 11758) applicable to this order, or similar applicable laws, rules and regulations currently in effect, regarding nondiscrimination because of race, creed, color, sex, age, national origin, physical or mental handicap, and veteran status (including but not limited to (as applicable) those of the Secretary of Labor, US Executive Orders (including Nos. 11246, 11375,11625, 11701 and 11758), and the UK Equality Act 2010).

17.19 TITLE AND RISK OF LOSS
Title and risk of loss shall pass to Workday at the free on board (“F.O.B.”) point, provided, however, that the risk of loss shall remain with Vendor as to Product(s) which are not accepted, which are rejected, and/or returned by Workday. Unless otherwise specified by Workday, all shipments shall be F.O.B. destination.

17.20 TRANSACTIONS WITH AFFILIATES
These Terms and Conditions shall enure to the benefit of the parties and their Affiliates. The parties agree from time to time that Workday or any of its Affiliates may enter into Purchase Orders under these Terms and Conditions with Vendor or any of its Affiliates.

17.21 INTELLECTUAL PROPERTY
Vendor grants Workday all rights and licenses necessary for Workday and its affiliates to use, transfer, pass-through, and sell the Product(s) and to exercise the rights granted under this Purchase Order.

17.22 INSURANCE
Vendor shall obtain and maintain all applicable and appropriate insurance, (including, without limitation, business, workers' compensation, auto, errors and omissions, professional and commercial general and liability insurance) in an amount consistent with Vendor's industry practice. Each policy shall name Workday as a loss payee or additional insured, as appropriate.

Posted on December 18, 2013

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